Common use of Amendments to the Trust Agreement Clause in Contracts

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable; (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman President, Vice President, Secretary or Chairperson of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes(which interest shall be net of taxes payable, if any (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of IncorporationCharter, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;” (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) twenty-four (24) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) thirty (30) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section ‎1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary or other authorized officer of the Company (an “Authorized Representative”), and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by an Authorized Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes(which interest shall be net of any taxes payable, if any (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payabledate;” (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit ACompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) upon (i) August 23, 2023 (or such earlier date as determined by the Termination Date Board, in its sole discretion, and included in a public announcement) (the “Liquidation Date”) and (ii) such later date as defined in may be approved by the Company’s Amended stockholders in accordance with the Company’s amended and Restated restated Certificate of Incorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), ) shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation Liquidation Date, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Stockholders;” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit ACompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including the distribution to the Company of interest earned on the funds held in the Trust Account and not previously released to the Company to (A) pay its taxestax (including franchise tax) liability, if any (less B) provide the Company with sixty percent (60%) of the estimated income tax savings resulting from the deductibility of the Company’s prepaid and deferred expenses as a result of it winding-up in 2022 and the franchise tax savings resulting from the Company liquidating in 2022, and an amount of up to $100,000 of interest to pay its dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) the Termination Deadline Date (as such term is defined in the Company’s Amended and Restated Certificate amended certificate of Incorporationincorporation), as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes and up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), expenses shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Deadline Date (as such term is defined in the Company’s position that an allocation amended certificate of incorporation), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Stockholders;” (b) Effective as of the execution hereof, Exhibit A and Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) February 8, 2023, which period may be extended for up to six successive periods of one month each (provided that any such extension may not be to a date later than August 8, 2023), as may be determined by the Termination Date Board, in its sole discretion, and included in a public announcement and (2) such later date as defined in may be approved by the Company’s Amended stockholders in accordance with the Company’s amended and Restated Certificate restated certificate of Incorporation, as amended) incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), ) shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherand provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Stockholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its President, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (i) June 20, 2023 (or such earlier date as determined by the Termination Date Board, in its sole discretion, and included in a public announcement) and (ii) such later date as defined in may be approved by the Company’s Amended stockholders in accordance with the Company’s second amended and Restated Certificate restated certificate of Incorporation, as amendedincorporation (“Charter”) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), ) shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payabledate;” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 50,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (i) October 21, 2023 (or such earlier date as determined by the Termination Date Board, in its sole discretion, and included in a public announcement) (the “Liquidation Date”) and (ii) such later date as defined in may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated Memorandum of IncorporationAssociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 50,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payabledistributed to the Public Shareholders;” (b) Effective as of the execution hereof, the fourth recital of the Trust Agreement, Sections 1(m), 2(g) and 2(h) thereof and Exhibit E thereto shall be deemed deleted and have no further force or effect. (c) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amendedCharter) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), ) shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;” (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) : “Commence liquidation of the Trust Account only after and promptly after following (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit BB (which Exhibit B is also being amended and restated in its entirety, as applicableset forth herein), as applicable (“Termination Letter”), signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary Officer or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit ACompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (1) March 3, 2024 (or such earlier date as determined by the Termination Date Board, in its sole discretion) and (2) such later date as defined in may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes, if any (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may date. It is acknowledged and agreed that there should be used for dissolution expenses); provided further, that no reduction in the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable; (b) Exhibit B of principal amount per share initially deposited in the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.Account;”

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) : “Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to earned on the Company to pay its taxes, if any funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (i) July 19, 2023 (or such earlier date as determined by the Termination Date Board, in its sole discretion, and included in a public announcement) and (ii) such later date as defined in may be approved by the Company’s Amended stockholders in accordance with the Company’s amended and Restated restated Certificate of Incorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to earned on the Company to pay its tax obligations funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), ) shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payabledate;” and (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman President, Executive Vice President, Vice President, Secretary or Chairperson of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended amended and Restated Certificate restated certificate of Incorporationincorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less taxes payable and up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payabledate;” (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) twenty-seven (27) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) thirty-six (36) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders public shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the public shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, B signed on behalf of the Company by its President, Chief Executive Officer, Co-President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit ACompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), expenses and which interest shall be distributed to the Public Stockholders net of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided furtherany taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon December 17, 2024 (or such earlier date as determined by the Board, in its sole discretion, and included in a public announcement) (the “Liquidation Date”), or such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) forty-two (42) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) thirty-six (36) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the Public Shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A B or Exhibit BC, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Corporate Secretary or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit ACompany, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein, ; or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of IncorporationCharter, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable; (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Section 1(i10(g)(A) of the Trust Agreement of the Series Supplement is hereby amended and restated in its entirety to read as follows: (A) If the Underlying Securities Issuer ceases to file periodic reports under the Exchange Act (such event an “Exchange Act Reporting Event”) and the Trustor determines in its reasonable, good faith discretion (i) Commence liquidation after consultation with the Securities and Exchange Commission or applicable authority promulgated by the Securities and Exchange Commission, that under applicable securities laws, rules or regulations the Trust must be liquidated or the Underlying Securities distributed, absent an Exchange Act Reporting Termination, and (ii) that it will be unable to effect an Exchange Act Reporting Termination in accordance with Section 35 hereof on or prior to the date on which the Trustor has determined in its reasonable, good faith discretion that the Trust would be in violation of its reporting obligations under the Exchange Act with respect to the Certificates (such date, including any extended date notified by the Trustor, the “Latest Exchange Act Reporting Date”) in the absence of a termination of the Trust Account only after (satisfaction of the conditions in the foregoing clauses (i) and promptly after (x) receipt ofii), and only in accordance with, the terms of a letter from the Company (an “Termination LetterSEC Reporting Failure”), then the Trustor shall promptly notify the Trustee, each Rating Agency and to the extent permitted by applicable law, the Warrantholders of such SEC Reporting Failure and the Trustee shall liquidate or distribute in a form substantially similar to that attached hereto as either Exhibit A or Exhibit Bkind, as applicabledirected by the Trustor, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary or other authorized officer of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, and complete the liquidation of the Trust Account any remaining Underlying Securities and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the Termination Date (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;proceeds thereof. (b) Exhibit B The following new Section 35 is hereby inserted immediately following Section 34 of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.Series Supplement:

Amendments to the Trust Agreement. (a) Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Chairman of the board of directors of the Company (the “Board, Secretary ”) or other authorized officer of the Company Company, and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) the Termination Date (as defined in the Company’s Amended amended and Restated Certificate restated memorandum and articles of Incorporation, association) and (2) such later date as amended) may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders Shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses); provided further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payabledate;” (b) Exhibit B of the Trust Agreement is hereby amended and restated in its entirety as set forth in Exhibit B to this Amendment.

Amendments to the Trust Agreement. (a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”), ) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer, Officer or Chairman of the Board, Secretary or other authorized officer board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit AB, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the Termination Date date which is the later of (i) forty-eight (48) months after the closing of the Offering (or such earlier date as defined in determined by the Board) and (ii) such later date as may be approved by the Company’s Amended shareholders in accordance with the Company’s amended and Restated Certificate restated memorandum and articles of Incorporationassociation, as amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case, case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Stockholders public shareholders of record as of such date (excluding up to $100,000 of interest which may be used for dissolution expenses)date; provided furtherprovided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no obligation to monitor or question such Termination Letter by the Company’s position that an allocation date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been made for taxes payable;distributed to the public shareholders.” (b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated restated, in its entirety as set forth in Exhibit B the form attached hereto, to this Amendmentimplement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.